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A joint venture allows two or more parties to pool resources, expertise, or capital for a specific commercial purpose without merging their businesses entirely. Whether it is a property development, a technology co-development, or a government tender bid, each party brings something to the table and expects something in return. Without a properly drafted agreement, that exchange is open to dispute.
At Leo Lawyers, we draft and advise on both contractual and incorporated joint ventures, ensuring each party’s contributions, profit-sharing entitlements, decision-making rights, and exit strategy are clearly documented. We also advise on competition law obligations under the Competition and Consumer Act 2010 (Cth). This can apply to joint ventures between competing businesses.
Our joint venture agreement services cover:
Over 18 Years of Experience in Commercial Law and Corporate Structuring
Get the structure and the agreement right before the project begins.
This is the first question any joint venture lawyer in Sydney should ask. The answer shapes every clause that follows. The two structures carry different legal, tax and liability consequences, and what works for one transaction may be entirely wrong for another.
In a contractual joint venture, the parties enter into an agreement directly with each other. No new entity is created. Each party retains its separate legal identity, holds its own assets and is responsible for its own tax position. The joint venture agreement governs the entire relationship. This structure suits shorter-term projects, smaller ventures and arrangements where the parties want to avoid the cost and complexity of maintaining a separate company. The primary risk is that the boundaries of each party’s liability depend entirely on what the agreement says.
In an incorporated joint venture, a new company is established under the Corporations Act 2001 (Cth) to carry out the venture. The parties become shareholders in that company. The joint venture agreement takes the form of a shareholders agreement governing the relationship between them. This structure provides clearer separation of liability, can simplify third-party contracting and is often preferred for larger or longer-term projects. It introduces additional governance obligations under the Corporations Act and has tax implications that need to be considered before the structure is chosen.
Joint ventures between competing businesses may require analysis under the Competition and Consumer Act 2010 (Cth). Where the arrangement involves price coordination, market allocation or output restriction between competitors, it may engage the cartel conduct provisions of the Act even if the parties’ primary intention is collaborative rather than anti-competitive. The ACCC has the power to authorise joint venture arrangements that satisfy the public benefit test. We advise on whether a proposed joint venture raises competition law concerns before the agreement is executed
| Feature | Contractual JV | Incorporated JV |
|---|---|---|
| Separate legal entity | No | Yes - new company under Corporations Act 2001 (Cth) |
| Liability separation | Depends on agreement terms | Clearer - company assets separate from party assets |
| Taxation | Each party taxed separately | Company taxed, distributions subject to dividend rules |
| Governance | Governed by JV agreement only | Corporations Act plus JV / shareholders agreement |
| Setup cost and complexity | Lower | Higher - ASIC registration, ongoing compliance |
| IP ownership | Defined by agreement | Held by the joint venture company |
| Best suited for | Shorter term or smaller projects | Larger, longer-term, or higher-risk ventures |
We execute complex corporate alliances with clear timelines and commercial precision so your project is not stalled by legal delays.
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(7 to 14 Days)
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Our joint venture agreement lawyers in Sydney act for businesses and individuals entering joint venture arrangements across a range of industries and transaction types. We act for both sides of the arrangement, advising each party on its rights and obligations before any documents are signed.
Book a consultation with Damin Murdock today.
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